INTERTAPE POLYMER GROUP INC

Transcription

1 INTERTAPE POLYMER GROUP INC FORM 6-K (Report of Foreign Issuer) Filed 04/29/11 for the Period Ending 04/29/11 Telephone CIK Symbol ITPOF SIC Code Converted Paper and Paperboard Products (No Contaners/Boxes) Industry Non-Paper Containers & Packaging Sector Basic Materials Fiscal Year 12/31 Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the month of April, 2011 Commission File Number INTERTAPE POLYMER GROUP INC Cavendish Blvd., Suite 200, Ville St. Laurent, Quebec, Canada, H4M 2X5 Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F X Form 40-F Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1): Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7): SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTERTAPE POLYMER GROUP INC. Date: April 22, 2011 ORLDOCS /s/ Burgess H. Hildreth Burgess H. Hildreth, Senior Vice President Administration

3 June 18, 2008 VIA TELECOPY (941) Intertape Polymer Corp. IPG (US) Holdings IPG (US) Inc. Intertape Polymer, Inc. ECP GP II Inc. ECP L.P. Intertape Polymer Group Inc. Intertape Polymer US Inc. IPG Financial Services Inc. IPG Holdings LP Spuntech Fabrics Inc. Polymer International Corp Cortez Road West Bradenton, FL Attn: Victor DiTommaso, CFA Re: First Amendment to Loan and Security Agreement Ladies and Gentlemen: Reference is made to that certain Loan and Security Agreement dated March 28, 2008 (as at any time amended, restated, modified or supplemented, the "Loan Agreement"), among Intertape Polymer Corp., a Delaware corporation ("Intertape"); IPG (US) Holdings Inc., a Delaware corporation ("Holdings"); IPG (US) Inc., a Delaware corporation (" IPG US"), and together with Intertape and Holdings (collectively, "U.S. Borrowers," and each a "U.S. Borrower"), Intertape Polymer Inc., a corporation organized under the Canada Business Corporations Act ("Canadian Borrower"); certain affiliates and subsidiaries party thereto from time to time as guarantors ("Guarantors"); the financial institutions party thereto from time to time as lenders (collectively, "Lenders"); JPMorgan Chase Bank, N.A., a national banking association and Wachovia Bank, National Association, a national banking association, as co-documentation agents (collectively, "Co-Documentation Agents"); and Bank of America, N.A., a national banking association, in its capacity as collateral agent and administrative agent for Lenders (together with its successors in such capacity, "Agent"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. Borrowers have requested that Agent and Lenders modify certain provisions of the Loan Agreement relating to the EXXON Inventory Conditions, and Agent and Lenders are willing to do so, subject to the terms and on the conditions contained herein. NOW, THEREFORE, for and in consideration of TEN DOLLARS ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Amendment to Loan Agreement. The Loan Agreement is hereby amended by deleting in its entirety the last paragraph of Section 8.3.3(b)(ii) of the Loan Agreement and by substituting the following in lieu thereof:

4 For purposes hereof, " EXXON Inventory Conditions " means (i) on or before May 30, 2008, Obligors shall have either caused to be terminated any UCC financing statements that are in existence on the Closing Date in favor of EXXON Mobil with respect to the EXXON Inventory or obtained a Lien subordination and intercreditor agreement from EXXON Mobil in favor of Agent acceptable to Agent in its discretion, and (ii) if Obligors fail to satisfy clause (i) above on or before May 30, 2008, Agent shall have established an Availability Reserve in an amount equal to 1.00 times the amount of the payables owing by Obligors to EXXON Mobil on any date of determination; provided, that if Obligors elect to terminate their existing consignment agreement with EXXON Mobil and any related UCC financing statements, then Agent shall establish an Availability Reserve (to the extent not previously established) equal to 1.00 times the amount of the payables owing by Obligors to EXXON Mobil, and such Availability Reserve shall remain outstanding no less than 90 days after the date of the termination of such agreement. 2. No Novation, etc. The parties hereto acknowledge and agree that, except as set forth herein, nothing in this letter amendment shall be deemed to amend or modify any provision of the Loan Agreement or any of the other Loan Documents, each of which shall remain in full force and effect. This letter amendment is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Loan Agreement as herein modified shall continue in full force and effect. 3. Acknowledgments and Stipulations; Representation and Warranties. By their signature below, each of the Borrowers hereby: (a) ratifies and reaffirms the Obligations, each of the Loan Documents and all of such Borrowers' covenants, duties, indebtedness and liabilities under the Loan Documents; (b) acknowledges and stipulates that (i) the Loan Agreement and the other Loan Documents executed by such Borrower are legal, valid and binding obligations of such Borrower that are enforceable against such Borrower in accordance with the terms thereof, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors rights and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, (ii) all of the Obligations of Borrower are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by such Borrower), and (iii) the security interests and Liens granted by Borrowers in favor of Agent are duly perfected, first priority security interests and Liens; and (c) represents and warrants to Agent and Lenders, to induce Agent and Lenders to enter into this letter amendment, that (i) no Default of Event of Default exists on the date hereof, (ii) the execution, delivery and performance of this letter amendment have been duly authorized by all requisite corporate or limited liability company action on the part of such Borrower, and (iii) all of the representations and warranties made by such Borrower in the Loan Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof, except to the extent that any such representation or warranty is stated to relate to an earlier date, in which case such representation or warranty shall be true and correct in all material respects on and as of such earlier date. 4. Miscellaneous. Upon the effectiveness of this letter amendment, each reference in the Loan Agreement to "this agreement," "hereunder," or words of like impart shall mean and be a reference to the Loan Agreement, as amended by this letter amendment. This letter amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflict of law principles (other than section of the New York General Obligation Law and federal law relating to national banks). This letter amendment shall be binding upon and inure to the benefit of the Borrowers, Guarantors, Agent, Co-Documentation Agent, each Lender, and their respective successors and assigns. This letter amendment may be executed in any number of counterparts and by different parties to this letter amendment on separate counterparts, each of which when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto. Each Borrower agrees to take such further actions as Agent and Lenders shall reasonably request from time to time in connection herewith to evidence or give effect to the amendments set forth herein or any of the transactions contemplated hereby. To the fullest extent permitted by Applicable Law, each of the parties hereto hereby waives the right to trial by jury in any action, suit, counterclaim or proceeding arising out of or related to this letter amendment.

5 [Remainder of page intentionally left blank; signatures commence on following page.]

6 IN WITNESS WHEREOF, the parties hereto have caused this letter amendment to be duly executed under seal and delivered by their respective duly authorized officers on the date first written above. Very truly yours, BANK OF AMERICA, N.A., as Agent and a U.S. Lender /s/ Seth Benefield Seth Benefield Senior Vice President [Signatures continue on following page.] Letter Amendment (June 2008)

7 U.S. BORROWERS: INTERTAPE POLYMER CORP. /s/ Burgess H. Hildreth Burgess H. Hildreth Vice President IPG (US) HOLDINGS INC. /s/ Burgess H. Hildreth Burgess H. Hildreth Vice President IPG (US) INC. /s/ Burgess H. Hildreth Burgess H. Hildreth Vice President [Signatures continue on following page.] Letter Amendment (June 2008)

8 CANADIAN BORROWER: INTERTAPE POLYMER INC. /s/ Burgess H. Hildreth Burgess H. Hildreth Vice President [Signatures continue on following page.] Letter Amendment (June 2008)

9 GUARANTORS: ECP GP II INC. /s/ Burgess H. Hildreth Burgess H. Hildreth Vice President ECP L.P. ECP GP II Inc., General Partner /s/ Burgess H. Hildreth Burgess H. Hildreth Vice President INTERTAPE POLYMER GROUP INC. /s/ Burgess H. Hildreth Burgess H. Hildreth Vice President INTERTAPE POLYMER US INC. /s/ Burgess H. Hildreth Burgess H. Hildreth Vice President IPG FINANCIAL SERVICES INC. /s/ Burgess H. Hildreth Burgess H. Hildreth Vice President [Signatures continue on following page.] Letter Amendment (June 2008)

10 IPG HOLDINGS LP Intertape Polymer Inc., General Partner /s/ Burgess H. Hildreth Burgess H. Hildreth Vice President SPUNTECH FABRICS INC. /s/ Burgess H. Hildreth Burgess H. Hildreth Vice President POLYMER INTERNATIONAL CORP. /s/ Burgess H. Hildreth Burgess H. Hildreth President [Signatures continue on following page.] Letter Amendment (June 2008)

11 LENDERS: BANK OF AMERICA, N.A. (acting through its Canada branch), as a Canadian Lender /s/ Medina Sales de Andrade Medina Sales de Andrade Vice President [Signatures continue on following page.] Letter Amendment (June 2008)

12 CAPITAL ONE LEVERAGE FINANCE CORP., as a U.S. Lender /s/todd Kemme Todd Kemme Vice President Letter Amendment (June 2008)

13 COMERICA BANK, as a U.S. Lender and a Canadian Lender /s/ Larry S. Yamamoto Larry S. Yamamoto Vice President, Corporate Finance Letter Amendment (June 2008)

14 JPMORGAN CHASE BANK, N.A., as a U.S. Lender and a Co-Documentation Agent /s/ Barry Walsh Barry Walsh Vice President Letter Amendment (June 2008)

15 JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Lender /s/ Barry Walsh Barry Walsh Vice President Letter Amendment (June 2008)

16 LLOYDS TSB COMMERCIAL FINANCE LIMITED, as a U.S. Lender /s/ Jeremy Harrison Jeremy Harrison VP ABL Lloyds TSB Commercial Finance LTD 1251 Avenue of the Americas 39 th Floor New York, New York Letter Amendment (June 2008)

17 REGIONS BANK, as a U.S. Lender /s/ Catherine A. Cowan Catherine A. Cowan Senior Vice President Letter Amendment (June 2008)

18 U.S. BANK, NATIONAL ASSOCIATION, as a U.S. Lender /s/ Carolyn M. Rooney Carolyn M. Rooney Vice President Letter Amendment (June 2008)

19 U.S. BANK, NATIONAL ASSOCIATION, as a Canadian Lender /s/ Kevin Jephcott Kevin Jephcott Principal Officer Letter Amendment (June 2008)

20 WACHOVIA BANK, NATIONAL ASSOCIATION, as a U.S. Lender and a Co-Documentation Agent /s/ Josephine Norris Josephine Norris Director Letter Amendment (June 2008)

21 WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as a Canadian Lender /s/ Niall Hamilton Niall Hamilton Senior Vice President Wachovia Capital Finance Corporation (Canada) ORLDOCS Letter Amendment (June 2008)

22 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this " Amendment ") is made and entered into on March 23, 2011, by and among INTERTAPE POLYMER CORP., a Delaware corporation (" Intertape "); IPG (US) HOLDINGS INC., a Delaware corporation (" Holdings "); IPG (US) INC., a Delaware corporation (" IPG US "; together with Intertape and Holdings, collectively, " U.S. Borrowers " and each individually, a " U.S. Borrower "); INTERTAPE POLYMER INC., a corporation organized under the Canada Business Corporations Act (" Canadian Borrower "; together with U.S. Borrowers, collectively, " Borrowers " and each individually, a " Borrower "); certain affiliates and subsidiaries of Borrowers as guarantors (collectively, " Guarantors "; together with Borrowers, collectively, " Obligors " and each individually an " Obligor "); BANK OF AMERICA, N.A., a national banking association, in its capacity as collateral agent and administrative agent (together with its successors in such capacity, " Agent ") for various financial institutions party hereto (collectively, " Lenders "); and the Lenders. Recitals : Obligors, Lenders and Agent are parties to a certain Loan and Security Agreement dated March 28, 2008 (as at any time amended, restated, supplemented or otherwise modified, the " Loan Agreement "), pursuant to which Agent and Lenders have made loans and other extensions of credit to Borrowers, which loans and extensions of credit are secured by security interests in and liens upon all or substantially all of the assets of Borrowers. The parties desire to amend the Loan Agreement as hereinafter set forth. NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Definitions. All capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meaning ascribed to such terms in the Loan Agreement. 2. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows: (a) By adding the following new definition of "IFRS" to Section 1.1 of the Loan Agreement in appropriate alphabetical sequence: IFRS : the principles based set of standards, interpretations, and framework adopted and promulgated by the International Accounting Standards Board (IASB) and commonly known as International Financial Reporting Standards. (b) By deleting the definition of "GAAP" from Section 1.1 of the Loan Agreement in its entirety, and by substituting the following new definition in lieu thereof: GAAP : generally accepted accounting principles in effect in the United States or Canada from time to time, it being understood that Canadian GAAP requires Obligors to adopt IFRS and Obligors have elected to adopt IFRS beginning with the financial statements to be delivered by Obligors for the Fiscal Month ended on or about January 31, Ratification and Reaffirmation. Each Obligor hereby ratifies and reaffirms the Obligations, each of the Loan Documents and all of such Obligor's covenants, duties, indebtedness and liabilities under the Loan Documents to which it is a party. 4. Acknowledgments and Stipulations. Each Obligor acknowledges and stipulates that the Loan Agreement and the other Loan Documents executed by such Obligor are legal, valid and binding obligations of such Obligor that are enforceable against such Obligor in accordance with the terms thereof; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by such Obligor); the security interests and liens granted by such Obligor in favor of Agent are duly perfected, first priority security interests and Liens; and, as of the opening of business on March 14, 2011, the unpaid principal amount of the Revolver

23 Loans totaled $90,985, and the LC Obligations totaled $2,594, Agent and Lenders acknowledge that, except for the amendments contained in Section 2 of this Amendment, no other changes to the Loan Agreement are required in connection with Obligors' adoption of IFRS. 5. Representations and Warranties. Each Obligor represents and warrants to Agent and Lenders, to induce Agent and Lenders to enter into this Amendment, that no Default or Event of Default exists on the date hereof; the execution, delivery and performance of this Amendment have been duly authorized by all requisite company action on the part of such Obligor and this Amendment has been duly executed and delivered by such Obligor; all of the representations and warranties made by such Obligor in the Loan Agreement are true and correct on and as of the date hereof; and, as of the date hereof, no Obligor has any claim or cause of action of any kind or nature against Agent, any Lender, Lead Arranger, or any officers, directors, agents, employees, successors and assigns of Agent, any Lender or Lead Arranger, whether absolute or contingent, disputed or undisputed, at law or in equity, which arise out of or in connection with any of the Loan Documents or otherwise. 6. Reference to Loan Agreement. Upon the effectiveness of this Amendment, each reference in the Loan Agreement to "this Agreement," "hereunder," or words of like import shall mean and be a reference to the Loan Agreement, as amended by this Amendment. 7. Breach of Amendment. This Amendment shall be part of the Loan Agreement and a breach of any representation, warranty or covenant herein shall constitute an Event of Default. 8. Conditions Precedent. The effectiveness of the amendments contained in Section 2 hereof are subject to the satisfaction, on or before the date hereof, of all of the following conditions precedent in form and substance satisfactory to Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated (" Lead Arranger "): (a) (b) (c) Agent's receipt of this Amendment, duly executed and delivered by each Obligor; the Required Lenders and the Required Borrower Group Lenders with respect to U.S. Borrowers and Canadian Borrower; No Default or Event of Default shall exist on the date hereof; and Agent's receipt of such other documents and instruments as Agent may reasonably request. 9. Expenses of Agent. In consideration of each Lender's willingness to enter into this Amendment and grant the accommodations set forth herein, Borrowers hereby jointly and severally agree to pay to Agent, for the benefit of the Lenders party hereto, on demand, all costs and expenses incurred by Agent and Lead Arranger in connection with the preparation, negotiation, enforcement and execution of, and due diligence with respect to, this Amendment and any other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the costs and fees of Agent's legal counsel and any taxes or expenses associated with or incurred in connection with any instrument or agreement referred to herein or contemplated hereby. 10. Effectiveness; Governing Law. This Amendment shall be effective upon acceptance by Agent in Atlanta, Georgia (notice of which acceptance is hereby waived), whereupon the same shall be governed by and construed in accordance with the internal laws of the state of New York. 11. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 12. No Novation, etc. Except as otherwise expressly provided in this Amendment, nothing herein shall be deemed to amend or modify any provision of the Loan Agreement or any of the other Loan Documents, each of which shall remain in full force and effect. This Amendment is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Loan Agreement as herein modified shall continue in full force and effect. 13. Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts and by different parties to this Amendment on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any manually executed signature page delivered by a party hereto by facsimile or other electronic transmission shall be deemed to be an original signature page hereto. 14. Further Assurances. Each Obligor agrees to take such further actions as Agent and Lenders shall reasonably request from time to time in connection herewith to evidence or give effect to the amendments set forth herein or any of the transactions contemplated hereby.

24 15. Section Titles. Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto. 16. Reserved. 17. Waiver of Jury Trial. To the fullest extent permitted by applicable law, the parties hereto each hereby waives the right to trial by jury in any action, suit, counterclaim or proceeding arising out of or related to this Amendment. [ Remainder of page intentionally left blank; signatures begin on following page.]

25 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under seal in and delivered by their respective duly authorized officers on the date first written above. U.S. BORROWERS: INTERTAPE POLYMER CORP. /s/ Bernard J. Pitz Bernard J. Pitz VP Finance IPG (US) HOLDINGS INC. /s/ Bernard J. Pitz Bernard J. Pitz VP Finance and Secretary IPG (US) INC. /s/ Bernard J. Pitz Bernard J. Pitz VP Finance and Secretary CANADIAN BORROWER: INTERTAPE POLYMER INC. /s/ Bernard J. Pitz Bernard J. Pitz VP Finance [ Signatures continue on following page. ] Second Amendment to Loan and Security Agreement

26 GUARANTORS: ECP GP II INC. /s/ Bernard J. Pitz Bernard J. Pitz VP and Asst. Secretary ECP L.P. ECP GP II Inc., General Partner /s/ Bernard J. Pitz Bernard J. Pitz VP and Asst. Secretary INTERTAPE POLYMER GROUP INC. /s/ Bernard J. Pitz Bernard J. Pitz CFO INTERTAPE POLYMER US INC. /s/ Bernard J. Pitz Bernard J. Pitz VP Finance and Treasurer IPG FINANCIAL SERVICES INC. (merged into Intertape Polymer Corp. 12/31/09) /s/ Bernard J. Pitz Bernard J. Pitz VP Finance [ Signatures continue on following page.] Second Amendment to Loan and Security Agreement

27 IPG HOLDINGS LP Intertape Polymer Inc., General Partner /s/ Bernard J. Pitz Bernard J. Pitz VP Finance SPUNTECH FABRICS INC. /s/ Bernard J. Pitz Bernard J. Pitz President POLYMER INTERNATIONAL CORP. /s/ Bernard J. Pitz Bernard J. Pitz VP Finance [ Signatures continue on following page.] Second Amendment to Loan and Security Agreement

28 AGENT AND LENDERS : BANK OF AMERICA, N.A., as Agent /s/ Seth Benefield Seth Benefield Senior Vice President [ Signatures continue on following page. ] Second Amendment to Loan and Security Agreement

29 CAPITAL ONE LEVERAGE FINANCE CORP., as a Lender /s/ Todd Kemme Todd Kemme Vice President [ Signatures continue on following page. ] Second Amendment to Loan and Security Agreement

30 COMERICA BANK, as a Lender /s/ Larry S. Yamamoto Larry S. Yamamoto Vice President [ Signatures continue on following page. ] Second Amendment to Loan and Security Agreement

31 JPMORGAN CHASE BANK, N.A., as a U.S. Lender /s/ Katherine Cliffel Katherine Cliffel Vice President [ Signatures continue on following page. ] Second Amendment to Loan and Security Agreement

32 JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as a Canadian Lender /s/ Steve Voigt Steve Voigt Senior Vice President [ Signatures continue on following page. ] Second Amendment to Loan and Security Agreement

33 LLOYDS TSB BANK PLC. as a Lender /s/ Mia Raznatovic Mia Raznatovic Senior Vice President R005 LLOYDS TSB BANK, PLC as a Lender /s/ Paul Briamonte B374 Paul Briamonte Head of Credit [ Signatures continue on following page. ] Second Amendment to Loan and Security Agreement

34 REGIONS BANK, as a Lender /s/ Catherine A. Cowan Catherine A. Cowan Senior Vice President [ Signatures continue on following page. ] Second Amendment to Loan and Security Agreement

35 SIEMENS FINANCIAL SERVICES, INC., as a Lender /s/ Uri Sky Uri Sky Vice President Credit SIEMENS FINANCIAL SERVICES, INC., as a Lender /s/ Anthony Casciano Anthony Casciano Managing Director [ Signatures continue on following page. ] Second Amendment to Loan and Security Agreement

36 U.S. BANK NATIONAL ASSOCIATION, as a U.S. Lender /s/ Jeffrey S. Gruender Jeffrey S. Gruender V.P. US Bank [ Signatures continue on following page. ] Second Amendment to Loan and Security Agreement

37 U.S. BANK NATIONAL ASSOCIATION, as a Canadian Lender /s/ Joseph Rauhala Joseph Rauhala Principal Officer [ Signatures continue on following page. ] Second Amendment to Loan and Security Agreement

38 WELLS FARGO BANK, NATIONAL ASSOCIATION, as a U.S. Lender /s/ Reza Sabahi Reza Sabahi Authorized Signatory [ Signatures continue on following page. ] Second Amendment to Loan and Security Agreement

39 WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Canadian Lender /s/ Reza Sabahi Reza Sabahi Authorized Signatory [ Signatures continue on following page. ] Second Amendment to Loan and Security Agreement

40 BANK OF AMERICA, N.A., as a U.S. Lender /s/ Seth Benefield Seth Benefield SVP BANK OF AMERICA, N.A. (acting through its Canada branch), as a Canadian Lender Second Amendment to Loan and Security Agreement

41 BANK OF AMERICA, N.A., as a U.S. Lender BANK OF AMERICA, N.A. (acting through its Canada branch), as a Canadian Lender /s/ Medina Sales de Andrade Medina Sales de Andrade Vice President Second Amendment to Loan and Security Agreement